BYLAWS

                                                         OF

                                         RIVIERA HOLDINGS CORPORATION, INC.

 

                                                      ARTICLE I

                                                    STOCKHOLDERS

 

         Section 1.01. Annual Meeting. An annual meeting of the stockholders of

the corporation shall be held at 2:00 o'clock in the afternoon on the second

Thursday of May in each year, at the principal place of business of the

corporation (unless a different time, date and place shall be approved by a

resolution of the Board of Directors) commencing after the first anniversary of

incorporation, but if such date is a legal holiday, then on the next succeeding

business day, for the purpose of electing directors of the corporation to serve

during the ensuing year and for the transaction of such other business as may

properly come before the meeting. If the election of the directors is not held

on the day designated herein for any annual meeting of the stockholders, or at

any adjournment thereof, the president shall cause the election to be held at a

special meeting of the stockholders as soon thereafter as is convenient.

 

         Section 1.02.  Special Meeting.

 

                  (a) Special meetings of the stockholders may be called by the

chairman, president or the Board of Directors and shall be called by the

chairman, the president or the Board of Directors at the written request of the

holders of not less than a majority of the voting power of any class of the

corporation's stock entitled to vote for the election of directors or for the

matters relating to the purposes for which such meeting is being called.

 

                  (b) No business shall be acted upon at a special meeting

except as set forth in the notice calling the meeting, unless one of the

conditions for the holding of a meeting without notice set forth in Section 1.05

shall be satisfied, in which case any business may be transacted and the meeting

shall be valid for all purposes.

 

         Section 1.03 Place of Meeting. Any meeting of the stockholders of the

corporation may be held at its registered office in the State of Nevada or at

such other place in or out of the United States as the Board of Directors may

designate. A waiver of notice signed by stockholders entitled to vote may

designate any place for the holding of such meeting.

 

         Section 1.04 Notice of Meeting.

 

                  (a) The president, a vice president, the secretary, an

assistant secretary or any other individual designated by the Board of Directors

shall sign and deliver written notice of any meeting at least ten (10) days, but

not more than sixty (60) days, before the date of such meeting. The notice shall

state the place, date and time of the meeting and the purpose or purposes for

which the meeting is called.

 

                  (b) In the case of an annual meeting, any proper business may

be presented for action, except that action on any of the following items shall

be taken only if the general nature of the proposal is stated in the notice:

 

                           (1)      Action with respect to any contract or

transaction  between the  corporation and one or more of its directors or

officers or between the corporation and one or more of its directors or officers

or between the corporation and any corporation, firm or association in which one

or more of the corporation's directors or officers is a director or officer or

is financially interested;

 

                           (2) Adoption of amendments to the Articles of

Incorporation; or

                           (3) Action with respect to a merger, share exchange,

reorganization, consolidation, partial or complete liquidation, or dissolution of the corporation.

 

                  (c) A copy of the notice shall be personally delivered or

mailed postage prepaid to each stockholder of record entitled to vote at the

meeting at the address appearing on the records of the corporation, and the

notice shall be deemed delivered the date the same is deposited in the United

States mail for transmission to such stockholder. If the address of any

stockholder does not appear upon the records of the corporation, it will be

sufficient to address any notice to such stockholder at the registered office of

the corporation.

 

                  (d) The written certificate of the individual signing a notice

of meeting, setting forth the substance of the notice or having a copy thereof

attached, the date the notice was mailed or personally delivered to the

stockholders and the addresses to which the notice was mailed, shall be prima

facie evidence of the manner and fact of giving such notice.

 

                  (e) Any stockholder may waive notice of any meeting by a

signed writing, either before or after the meeting.

 

         Section 1.05 Meeting Without Notice.

 

                  (a)  Whenever all persons entitled to vote at any meeting

consent, either by: (1) A writing on the records of the meeting or filed with

the secretary; or (2) Presence at such meeting and oral consent entered on

the minutes; or (3) Taking part in the deliberations at such meeting without

objection;  the doings of such meeting shall be as valid as if had at a meeting

regularly called and noticed.

 

                  (b) At such meeting any business may be transacted which is

not excepted from the written consent or to the consideration of which no

objection for want of notice is made at the time.

 

                  (c) If any meeting be irregular for want of notice or of such

consent, provided a quorum was present at such meeting, the proceedings of the

meeting may be ratified and approved and rendered likewise valid and the

irregularity or defect therein waived by a writing signed by all parties having

the right to vote at such meeting.

 

                  (d) Such consent or approval may be by proxy or attorney,

but all such proxies and powers of attorney  must be in writing.

 

         Section 1.06 Determination of Stockholders of Record.

 

                  (a) For the purpose of determining the stockholders entitled

to notice of and to vote at any meeting of stockholders or any adjournment

thereof, or to express consent to corporate action in writing without a meeting

or entitled to receive payment of any distribution or the allotment of any

rights, or entitled to exercise any rights in respect of any change, conversion,

or exchange of stock or for the purpose of any other lawful action, the

directors may fix, in advance, a record date which shall not be more than sixty

(60) days, nor less than ten (10) days before the date of such meeting, nor more

than sixty (60) days prior to any other action.

 

                  (b) If no record date is fixed, the record date for

determining stockholders: (i) entitled to notice of and to vote at a meeting of

stockholders shall be at the close of business on the day next preceding the day

on which notice is given, or, if notice is waived, at the close of business on

the day next preceding the day on which the meeting is held; (ii) entitled to

express consent to corporate action in writing without a meeting shall be the

day on which the first written consent is expressed; and (iii) for any other

purpose shall be at the close of business on the day on which the Board of

Directors adopts the resolution relating thereto. A determination of

stockholders of record entitled to notice of or to vote at any meeting of

stockholders shall apply to any adjournment of the meeting; provided, however,

that the Board of Directors may fix a new record date for the adjourned meeting.

 

         Section 1.07      Quorum: Adjourned Meeting

 

                  (a) Unless the Articles of Incorporation or these Bylaws

provide for a different proportion, stockholders holding at lease a majority of

the voting power of the corporation's stock, represented in person or by proxy,

are necessary to constitute a quorum for the transaction of business at any

meeting. If, on any issue, voting by classes is required by the laws of the

State of Nevada, the Articles of Incorporation or these Bylaws, at least a

majority of the voting power within each such class is necessary to constitute a

quorum of each such class, unless the Articles of Incorporation provide for a

different proportion.

 

                  (b) If a quorum is not represented, a majority of the voting

power so represented may adjourn the meeting from time to time until holders of

the voting power required to constitute a quorum shall be represented. At any

such adjourned meeting at which a quorum shall be represented, any business may

be transacted which might have been transacted as originally called. When a

stockholder's meeting is adjourned to another time or place hereunder, notice

need not be given of the adjourned meeting if the time and place thereof are

announced at the meeting at which the adjournment is taken. The stockholders

present at a duly convened meeting may continue to transact business until

adjournment, notwithstanding the withdrawal of enough stockholders to leave less

than a quorum of the voting power.

 

         Section 1.08 Voting.

 

                  (a) Unless otherwise provided in the Articles of

Incorporation, or in the resolution providing for the issuance of the stock

adopted by the Board of Directors pursuant to authority expressly vested in it

by the provisions of the Articles of Incorporation, each stockholder of record,

or such stockholder's duly authorized proxy or attorney-in-fact, shall be

entitled to one (1) vote for each share of stock entitled to vote on such matter

standing registered in such stockholder's name on the record date.

 

                  (b) Except as otherwise provided herein, all votes with

respect to shares standing in the name of an individual on the record date

(including pledged shares) shall be cast only by that individual or such

individual's duly authorized proxy, attorney-in-fact, or voting trustee(s)

pursuant to a voting trust. With respect to shares held by a representative of

the estate of a deceased stockholder, guardian, conservator, custodian or

trustee, votes may be cast by such holder upon proof of capacity, even though

the shares do not stand in the name of such holder. In the case of shares under

the control of a receiver, the receiver may cast votes carried by such shares

even though the shares do not stand in the name of the receiver; provided that

the order of the court of competent jurisdiction which appoints the receiver

contains the authority to cast votes carried by such shares. If shares stand in

the name of a minor, votes may be cast only by the duly appointed guardian of

the estate of such minor if such guardian has provided the corporation with

written proof of such appointment.

 

                  (c) With respect to shares standing in the name of another

corporation, partnership, limited liability company or other legal entity on the

record date, votes may be cast: (i) in the case of a corporation, by such

individual as the bylaws of such other corporation prescribe, by such individual

as may be appointed by resolution of the Board of Directors of such other

corporation or by such individual (including the officer making the

authorization) authorized in writing to do so by the chairman of the Board of

Directors, president or any vice-president of such corporation and (ii) in the

case of a partnership, limited liability company or other legal entity, by an

individual representing such stockholder upon presentation to the corporation of

satisfactory evidence of his authority to do so.

 

                  (d) Notwithstanding anything to the contrary herein contained,

no votes may be cast for shares owned by this corporation or its subsidiaries,

if any. If shares are held by this corporation or its subsidiaries, if any, in a

fiduciary capacity, no votes shall be cast with respect thereto on any matter

except to the extent that the beneficial owner thereof possesses and exercises

either a right to vote or to give the corporation holding the same binding

instruction on how to vote.

 

                  (e) Any holder of shares entitled to vote on any matter may

cast a portion of the votes in favor of such matter and refrain from casting the

remaining votes or cast the same against the proposal, except in the case of

elections of directors. If such holder entitled to vote fails to specify the

number of affirmative votes, it will be conclusively presumed that the holder is

casting affirmative votes with respect to all shares held.

 

                  (f) With respect to shares standing in the name of two or more

persons, whether fiduciaries, members of a partnership, joint tenants, tenants

in common, husband and wife as community property, tenants by the entirety,

voting trustees, persons entitled to vote under a stockholder voting agreement

or otherwise and shares held by two or more persons (including proxy holders)

having the same fiduciary relationship in respect to the same shares, votes may

be cast in the following manner:

 

       (1) If only one person votes, the vote of such person

       binds all.

       (2) If more than one person casts votes, the act of

       the majority so voting binds all. (3) If more than

       one person casts votes, but the vote is evenly split

       on a particular matter, the votes shall be deemed cast

       proportionately, as split.

 

                  (g) If a quorum is present, unless the Articles of

Incorporation or these Bylaws provide for a different proportion, the

affirmative vote of holders of at least a majority of the voting power

represented at the meeting and entitled to vote on any matter shall be the act

of the stockholders, unless voting by classes is required for any action of the

stockholders by the laws of the State of Nevada, the Articles of Incorporation

or these Bylaws, in which case the affirmative vote of holders of at least a

majority of the voting power of each such class shall be required.

 

         Section 1.09 Proxies.

 

                  At any meeting of stockholders, any holder of shares entitled

to vote may designate, in a manner permitted by the laws of the State of Nevada,

another person or persons to act as a proxy or proxies. No proxy is valid after

the expiration of six (6) months from the date of its creation, unless it is

coupled with an interest or unless otherwise specified in the proxy. In no event

shall the term of a proxy exceed seven (7) years from the date of its creation.

Every proxy shall continue in full force and effect until its expiration or

revocation in a manner permitted by the laws of the State of Nevada.

 

         Section 1.10 Order of Business. At the annual stockholder's meeting, the regular

order of business shall be as follows:

 

  1. Determination of stockholders present and existence of a quorum, in person

     or by proxy;

  2. Reading and approval of the minutes of the previous meeting or meetings;

  3. Reports of the Board of Directors, and if any, the president, treasurer and

     secretary of the corporation;

  4. Reports of committees;

  5. Election of directors;

  6. Unfinished business;

  7. New business;

  8. Adjournment.

 

         Section 1.11 Absentees' Consent to Meeting. Transactions of any meeting

of the stockholders are as valid as though had at a meeting duly held after

regular call and notice if a quorum is represented, either in person or by

proxy, and if, either before or after the meeting, each of the persons entitled

to vote, not represented in person or by proxy (and those who, although present,

either object at the beginning of the meeting to the transaction of any business

because the meeting has not been lawfully called or convened or expressly object

at the meeting to the consideration of matters not included in the notice which

are legally required to be included therein), signs a written waiver of notice

and/or consent to the holding of the meeting or an approval of the minutes

thereof. All such waivers, consents, and approvals shall be filed with the

corporate records and made a part of the minutes of the meeting. Attendance of a

person at a meeting shall constitute a waiver of notice of such meeting, except

when the person objects at the beginning of the meeting to the transaction of

any business because the meeting is not lawfully called or convened and except

that attendance at a meeting is not a waiver of any right to object to the

consideration of matters not properly included in the notice if such objection

is expressly made at the time any such matters are presented at the meeting.

Neither the business to be transacted at nor the purpose of any regular or

special meeting of stockholders need be specified in any written waiver of

notice or consent, except as otherwise provided in Sections 1.04(a) and (b) of

these Bylaws.

 

         Section 1.12 Telephonic Meeting. Stockholders may participate in a

meeting of the stockholders by means of a telephone conference or similar method

of communication by which all individuals participating in the meeting can hear

each other. Participation in a meeting pursuant to this Section 1.12 constitutes

presence in person at the meeting.

 

         Section 1.13 Action Without Meeting. Any action required or permitted

to be taken at a meeting of the stockholders may be taken without a meeting if a

written consent thereto is signed by the holders of the voting power of the

corporation that would be required at a meeting to constitute the act of the

stockholders. Whenever action is taken by written consent, a meeting of

stockholders need not be called or notice given. The written consent may be

signed in counterparts and must be filed with the minutes of the proceedings of

the stockholders. Such action shall be deemed effective on the date when the

signatures of holders of the requisite number of shares approving the matter

have been obtained.

 

                                   ARTICLE II

                                   DIRECTORS

 

         Section 2.01 Number, Tenure, and Qualifications. Unless a larger number

is required by the laws of the State of Nevada or the Articles of Incorporation

or until changed in the manner provided herein, the authorized number of

directors shall be such number, not less than three (3) nor more than ten (10)

individuals, as shall be fixed from time to time by the Board of Directors. All

directors shall hold office for one (1) year or until his or her successor or

successors are elected and qualify. A director need not be a stockholder of the

corporation.

 

         Section 2.02 Change in Number. Subject to any limitations in the laws

of the State of Nevada, the Articles of Incorporation or these Bylaws, the

authorized number of directors may be changed from time to time by resolution

adopted by the Board of Directors.

 

         Section 2.03 Reduction in Number. No reduction of the number of

directors shall have the effect of removing any director prior to the expiration

of his or her term of office.

 

         Section 2.04 Resignation. Any director may resign effective upon giving

written notice to the chairman of the Board of Directors, the president, the

secretary, or in the absence of all of them, any other officer, unless the

notice specifies a later time for effectiveness of such resignation. Unless

otherwise specified in the Articles of Incorporation, a majority of the

remaining directors, though less than a quorum, may appoint a successor to take

office when the resignation becomes effective, each director so appointed to

hold office during the remainder of the term of office of the resigning

director.

 

         Section 2.05 Removal.

 

                  (a) The Board of Directors of the corporation, by majority

vote, may declare vacant the office of a director who has been declared

incompetent by an order of a court of competent jurisdiction or convicted of a

felony.

 

                  (b) Any director may be removed from office by the vote or

written consent of stockholders representing not less than two-thirds of the

voting power of the issued and outstanding stock entitled to vote for the

election of directors.

 

 

 

         Section 2.06 Vacancies.

 

                  (a) Unless it is otherwise provided in the Articles of

Incorporation, all vacancies, including those caused by an increase in the

number of directors, may be filled by a majority of the remaining directors,

though less than a quorum unless, in the case of removal of one or more

directors, the stockholders by a majority of voting power entitled to vote for

election of directors shall have appointed a successor to the removed director.

Subject to the provisions of Subsection (b) below, (i) in the case of the

replacement of a director, the appointed director shall hold office during the

remainder of the term of office of the replaced director, and (ii) in the case

of an increase in the number of directors, the appointed director shall hold

office until the next meeting of stockholders at which directors are elected.

 

                  (b) If, after the filling of any vacancy by the directors, the

directors then in office who have been elected by the stockholders shall

constitute less than a majority of the directors then in office, any holder or

holders of an aggregate of five percent (5%) or more of the total voting power

entitled to vote for the election of directors may call a special meeting of the

stockholders to elect the entire Board of Directors.

 

         Section 2.07 Annual and Regular Meetings. Immediately following the

adjournment of, and at the same place as the annual or any special meeting of

the stockholders at which directors are elected other than pursuant to Section

2.06 of this Article, the Board of Directors, including directors newly elected,

shall hold its annual meeting without notice, other than this provision, to

elect officers and to transact such further business as may be necessary or

appropriate. The Board of Directors may provide by resolution the place, date,

and hour for holding regular meetings between annual meetings.

 

         Section 2.08 Special Meetings. Special meetings of the Board of

Directors may be called by the chairman, or if there be no chairman, by the

president or secretary and shall be called by the chairman, the president or the

secretary upon the request of any two (2) directors. If the chairman, or if

there be no chairman both the president and secretary, refuses or neglects to

call such special meeting, a special meeting may be called by notice signed by

any two (2) directors.

 

         Section 2.09 Place of Meetings. Any regular or special meeting of the

directors of the corporation may be held at such place as the Board of

Directors, or in the absence of such designation, as the notice calling such

meeting may designate. A waiver of notice signed by directors may designate any

place for the holding of such meeting.

 

         Section 2.10 Notice of Meeting. Except as otherwise provided in Section

2.07, there shall be delivered to all directors, at least forty-eight (48) hours

before the time of such meeting, a copy of a written notice of any meeting by

delivery of such notice personally, by mailing such notice postage prepaid or by

telegram or facsimile. Such notice shall be addressed in the manner provided for

notice to stockholders in Section 1.04(c). If mailed, the notice shall be deemed

delivered two (2) business days following the date the same is deposited in the

United States mail, postage prepaid. Any director may waive notice of any

meeting, and the attendance of a director at a meeting and oral consent entered

on the minutes of the meeting or taking part in deliberations of the meeting

without objection shall constitute a waiver of notice of such meeting.

Attendance for the express purpose of objecting to the transaction of business

thereat because the meeting is not properly called or convened shall not

constitute presence nor a waiver of notice for purposes hereof.

 

         Section 2.11 Quorum: Adjourned Meetings.

 

                  (a) A majority of the directors in office, at a meeting duly

assembled, is necessary to constitute a quorum for the transaction of business.

 

                  (b) At any meeting of the Board of Directors where a quorum is

not present, a majority of those present may adjourn, from time to time, until a

quorum is present, and no notice of such adjournment shall be required. At any

adjourned meeting where a quorum is present, any business may be transacted

which could have been transacted at the meeting originally called.

 

         Section 2.12 Board of Directors' Decisions. Subject to the Articles of

Incorporation, the affirmative vote of a majority of the directors present at a

meeting at which a quorum is present is the act of the Board of Directors.

 

         Section 2.13 Telephonic Meetings. Members of the Board of Directors or

of any committee designated by the Board of Directors may participate in a

meeting of the Board of Directors or committee by means of a telephone

conference or similar method of communication by which all persons participating

in such meeting can hear each other. Participation in a meeting pursuant to this

Section 2.13 constitutes presence in person at the meeting.

 

         Section 2.14 Action Without Meeting. Any action required or permitted

to be taken at a meeting of the Board of Directors or of a committee thereof may

be taken without a meeting if, before or after the action, a written consent

thereto is signed by all of the members of the Board of Directors or the

committee. The written consent may be signed in counterparts and must be filed

with the minutes of the proceedings of the Board of Directors or committee.

 

         Section 2.15 Powers and Duties.

 

                  (a) Except as otherwise restricted in the laws of the State of

Nevada or the Articles of Incorporation or these Bylaws, the Board of Directors

has full control over the affairs of the corporation. The Board of Directors may

delegate any of its authority to manage, control or conduct the business of the

corporation to any standing or special committee or to any officer or agent and

to appoint any persons to be agents of the corporation with such powers,

including the power to subdelegate, and upon such terms as may be deemed fit.

 

                  (b) The Board of Directors may present to the stockholders at

annual meetings of the stockholders, and when called for by a majority vote of

the stockholders at an annual meeting or a special meeting of the stockholders

shall so present, a full and clear report of the condition of the corporation.

 

                  (c) The Board of Directors, in its discretion, may submit any

contract or act for approval or ratification at any annual meeting of the

stockholders or any special meeting properly called for the purpose of

considering any such contract or act, provided a quorum is present.

 

                  (d) Notwithstanding any other provision of these Bylaws, the

affirmative vote of two-thirds (2/3rds) of the directors then in office shall be

required to authorize or approve any amendment, modification or supplement to

(a) the Indenture and the first Supplemental Indenture to be entered into by and

among the corporation, as issuer, Riviera Operating Corporation ("ROC"), as

guarantor, and IBJ Schroeder Bank & Trust Company, as trustee (the "Trustee"),

relating to the 11% First Mortgage Notes Due December 31, 2002 (or any other

series of notes issued thereunder (collectively, the "Notes")) of the

corporation in the form finally confirmed by the Court in the reorganization

case of Riviera, Inc., under Chapter 11 of Title 11 of the United States Code

(Case No. BK-S-91-24940) ("Reorganization Case"); (b) the Notes; (c) the Deed of

Trust, Assignment of Rents and Security Agreement of the corporation, as

trustor, in favor of the Trustee, as beneficiary, relating to the Notes; (d) the

Security Agreement by and among the corporation and ROC as debtors, and the

Trustee, as secured party, relating to the Notes; or (e) any of the other

agreements entered into by the corporation in connection with the issuance of

the Notes or the provision of security for payment of the Notes which are listed

in the Confirmation Order entered in the Reorganization Case.

 

         Section 2.16 Compensation. The Board of Directors may pay reasonable

compensation to persons who are not full-time employees of the corporation or

any subsidiary or parent company who serve as directors and members of

committees for their services as such. The directors and members of committees

shall be allowed and paid all necessary expenses incurred in attending any

meetings of the Board of Directors or committees. Directors shall also receive

reasonable compensation for their services as directors, in such amounts and at

such times as may be determined by the Board of Directors from time to time.

 

Section 2.17 Order of Business.   The order of business at any meeting of the

Board of Directors shall be as follows:

 

                  1. Determination of members present and existence of quorum;

                  2. Reading and approval of the minutes of any previous meeting

                  or meetings;

                    3. Reports of officers and committee members;

                    4. Elections of officers (annual meeting);

                    5. Unfinished business;

                    6. New business;

                  7. Adjournment.

 

                                ARTICLE III

                                OFFICERS

 

         Section 3.01 Election. The Board of Directors, at its annual meeting,

shall elect a Chairman of the Board, a president, a secretary and a treasurer to

hold office for a term of one (1) year or until their successors are chosen and

qualify. Any individual may hold two or more offices. The Board of Directors

may, from time to time, by resolution, elect one or more vice-presidents,

assistant secretaries and assistant treasurers and appoint agents of the

corporation, prescribe their duties and fix their compensation.

 

         Section 3.02 Removal; Resignation. Any officer or agent elected or

appointed by the Board of Directors may be removed by it with or without cause.

Any officer may resign at any time upon written notice to the corporation. Any

such removal or resignation shall be subject to the rights, if any, of the

respective parties under any contract between the corporation and such officer

or agent.

 

         Section 3.03 Vacancies. Any vacancy in any office because of death,

resignation, removal or otherwise may be filled by the Board of Directors for

the unexpired portion of the term of such office.

 

         Section 3.04 Chairman of the Board. The Chairman of the Board shall be

the Chief Executive Officer of the corporation and shall have general direction

over the policies and affairs of the corporation and compliance with these

Bylaws and resolutions and directions of the Board of Directors, subject only to

the control and direction of the Board of Directors. He shall preside at all

meetings of the stockholders and the Board of Directors. He may call meetings of

the Directors and of any committee of the Board whenever he deems it advisable.

He may appoint ad hoc committees of the Board of Directors and prescribe the

scope of their duties. He shall, in the absence or incapacity of the President,

perform all duties and functions and exercise all of the powers of the

President. He shall have such other powers and duties as may from time to time

be prescribed in these Bylaws or by the resolution of the Board of Directors.

 

         Section 3.05 President.

 

                  (a) The President shall be the Chief Operating Officer of the

corporation, subject to the control and direction of the Board of Directors and

the Chairman of the Board. He shall report to the Chairman of the Board and keep

the Chairman of the Board informed concerning the affairs and condition of the

business of the Company. He shall have such other powers and duties as may from

time to time be prescribed by these Bylaws, by resolution of the Board of

Directors, or by the Chairman of the Board. In the absence or incapacity of the

Chairman of the Board, he shall preside as Chairman at all meetings of the

stockholders or the Board of Directors.

 

                  (b) The President shall have full power and authority on

behalf of the corporation to attend and to act and to vote, or designate such

other officer or agent of the corporation to attend and to act and to vote, at

any meetings of the stockholders of any corporation in which the corporation may

hold stock and, at any such meetings, shall possess and may exercise any and all

rights and powers incident to the ownership of such stock. The Board of

Directors, by resolution from time to time, may confer like powers on any person

or persons in place of the president to exercise such powers for these purposes.

 

         Section 3.06 Executive Vice-Presidents and Vice-Presidents. The Board

of Directors may elect one or more executive vice-presidents and vice-presidents

who shall be vested with all the powers and perform all the duties of the

president whenever the president is absent or unable to act and such other

duties as shall be prescribed by the Board of Directors or the president.

 

         Section 3.07 Secretary. The secretary shall keep, or cause to be kept,

the minutes of proceedings of the stockholders and the Board of Directors in

books provided for that purpose. The secretary shall attend to the giving and

service of all notices of the corporation, may sign with the president in the

name of the corporation all contracts in which the corporation is authorized to

enter, shall have the custody or designate control of the corporate seal, shall

affix the corporate seal to all certificates of stock duly issued by the

corporation, shall have charge or designate control of stock certificate books,

transfer books and stock ledgers, and such other books and papers as the Board

of Directors or appropriate committee may direct, and shall, in general, perform

all duties incident to the office of the secretary.

 

         Section 3.08 Assistant Secretaries. The Board of Directors may appoint

one or more assistant secretaries who shall have such powers and perform such

duties as may be prescribed by the Board of Directors or the secretary.

 

         Section 3.09 Treasurer.

 

                  (a) The treasurer shall be the chief financial officer of the

corporation, subject to the supervision and control of the Board of Directors,

and shall have custody of all the funds and securities of the corporation. When

necessary or proper, the treasurer shall endorse on behalf of the corporation

for collection checks, notes, and other obligations, and shall deposit all

monies to the credit of the corporation in such bank or banks or other

depository as the Board of Directors may designate, and shall sign all receipts

and vouchers for payments made by the corporation. Unless otherwise specified by

the Board of Directors, the treasurer may sign with the president all bills of

exchange and promissory notes of the corporation. Shall also have the care and

custody of the stocks, bonds, certificates, vouchers, evidence of debts,

securities, and such other property belonging to the corporation as the Board of

Directors shall designate, and shall sign all papers required by law, by these

Bylaws, or by the Board of Directors to be signed by the treasurer. The

treasurer shall enter, or cause to be entered, regularly in the financial

records of the corporation, to be kept for that purpose, full and accurate

accounts of all monies received and paid on account of the corporation and,

whenever required by the Board of Directors, the treasurer shall render a

statement of any or all accounts. The treasurer shall at all reasonable times

exhibit the books of account to any director of the corporation and shall

perform all acts incident to the position of the treasurer subject to the

control of the Board of Directors.

 

                  (b) The treasurer shall, if required by the Board of

Directors, give bond to the corporation in such sum and with such security as

shall be approved by the Board of Directors for the faithful performance of all

the duties of treasurer and for restoration to the corporation, in the event of

the treasurer's death, resignation, retirement or removal from office, of all

books, records, papers, vouchers, money and other property in the treasurer's

custody or control and belonging to the corporation. The expense of such bond

shall be borne by the corporation.

 

         Section 3.10 Assistant Treasurers. The Board of Directors may appoint

one or more assistant treasurers who shall have such powers and perform such

duties as may be prescribed by the Board of Directors or the treasurer. The

Board of Directors may prescribe an assistant treasurer to give a bond to the

corporation in such sum and with such security as it may approve, for the

faithful performance of the duties of assistant treasurer, and for restoration

to the corporation, in the event of the assistant treasurer's death,

resignation, retirement or removal from office, of all books, records, papers,

vouchers, money and other property in the assistant treasurer's custody or

control and belonging to the corporation. The expense of such bond shall be

borne by the corporation.

 

 

                                                     ARTICLE IV

                                                    CAPITAL STOCK

 

         Section 4.01 Issuance. Shares of the corporation's authorized stock

shall, subject to any provisions or limitations of the laws of the State of

Nevada, the Articles of Incorporation or any contracts or agreements to which

the corporation may be a party, be issued in such manner, at such times, upon

such conditions and for such consideration as shall be prescribed by the Board

of Directors.

 

         Section 4.02 Certificates. Ownership in the corporation shall be

evidenced by certificates for shares of stock in such form as shall be

prescribed by the Board of Directors, shall be under the seal of the corporation

and shall be manually signed by the president or a vice-president and also by

the secretary or an assistant secretary; provided however, whenever any

certificate is countersigned or otherwise authenticated by a transfer agent or

transfer clerk, and by a registrar, then a facsimile of the signatures of said

officers of the corporation may be printed or lithographed upon the certificate

in lieu of the actual signatures. If the corporation uses facsimile signatures

of its officers on its stock certificates, it shall not act as registrar of its

own stock, but its transfer agent and registrar may be identical if the

institution acting in those dual capacities countersigns any stock certificates

in both capacities. Each certificate shall contain the name of the record

holder, the number, designation, if any, class or series of shares represented,

a statement or summary of any applicable rights, preferences, privileges or

restrictions thereon, and a statement if applicable, that the shares are

assessable. All certificates shall be consecutively numbered. If provided by the

stockholder, the name, address and federal tax identification number of the

stockholder, the number of shares, and the date of issue shall be entered in the

stock transfer records of the corporation.

 

         Section 4.03 Surrendered; Lost or Destroyed Certificates. All

certificates surrendered to the corporation, except those representing shares of

treasury stock, shall be canceled and no new certificate shall be issued until

the former certificate for a like number of shares shall have been canceled,

except that in case of a lost, stolen, destroyed or mutilated certificate, a new

one may be issued therefor. However, any stockholder applying for the issuance

of a stock certificate in lieu of one alleged to have been lost, stolen,

destroyed or mutilated shall, prior to the issuance of a replacement, provide

the corporation with his, her or its affidavit of the facts surrounding the

loss, theft, destruction or mutilation and, if required by the Board of

Directors, an indemnity bond in an amount not less than twice the current market

value of the stock, and upon such terms as the treasurer or the Board of

Directors shall require which shall indemnify the corporation against any loss,

damage, cost or inconvenience arising as a consequence of the issuance of a

replacement certificate.

 

         Section 4.04 Replacement Certificate. When the Articles of

Incorporation are amended in any way affecting the statements contained in the

certificates for outstanding shares of capital stock of the corporation or it

becomes desirable for any reason, in the discretion of the Board of Directors,

including, without limitation, following the merger of the corporation with

another corporation or the reorganization of the corporation, to cancel any

outstanding certificate for shares and issue a new certificate therefor

conforming to the rights of the holder, the Board of Directors may order any

holders of outstanding certificates for shares to surrender and exchange the

same for new certificates within a reasonable time to be fixed by the Board of

Directors. The order may provide that a holder of any certificate(s) ordered to

be surrendered shall not be entitled to vote, receive distributions or exercise

any other rights of stockholders of record until the holder has complied with

the order, but the order operates to suspend such rights only after notice and

until compliance.

 

         Section 4.05 Transfer of Shares. No transfer of stock shall be valid as

against the corporation except on surrender and cancellation of the certificates

therefor accompanied by an assignment or transfer by the registered owner made

either in person or under assignment. Whenever any transfer shall be expressly

made for collateral security and not absolutely, the collateral nature of the

transfer shall be reflected in the entry of transfer in the records of the

corporation.

 

         Section 4.06 Transfer Agent; Registrars. The Board of Directors may

appoint one or more transfer agents, transfer clerk and registrars of transfer

and may require all certificates for shares of stock to bear the signature of

such transfer agent, transfer clerk and/or registrar of transfer.

 

         Section 4.07 Stock Transfer Records. The stock transfer records shall

be closed for a period of at least ten (10) days prior to all meetings of the

stockholders and shall be closed for the payment of distributions as provided in

Article V hereof and during such periods as, from time to time, may be fixed by

the Board of Directors, and during such periods, no stock shall be transferable

for purposes of Article V and no voting rights shall be deemed transferred

during such periods. Subject to the forgoing limitations, nothing contained

herein shall cause transfers during such periods to be void or voidable.

 

         Section 4.08 Miscellaneous. The Board of Directors shall have the power

and authority to make such rules and regulations not inconsistent herewith as it

may deem expedient concerning the issue, transfer, and registration of

certificates for shares of the corporation's stock.

 

                                                      ARTICLE V

                                                    DISTRIBUTIONS

 

         Section 5.01 Distributions may be declared, subject to the provisions

of the laws of the State of Nevada and the Articles of Incorporation, by the

Board of Directors at any regular or special meeting and may be paid in cash,

property, shares of corporate stock, or any other medium. The Board of Directors

may fix in advance a record date, as provided in Section 1.06, prior to the

distribution for the purpose of determining stockholders entitled to receive any

distribution. The Board of Directors may close the stock transfer books for such

purpose for a period of not more than ten (10) days prior to the date of such

distribution.

 

                                                     ARTICLE VI

                                    RECORDS; REPORTS; SEAL; AND FINANCIAL MATERS

 

         Section 6.01 Records. All original records of the corporation shall be

kept by or under the direction of the secretary or at such places as may be

prescribed by the Board of Directors.

 

         Section 6.02 Directors' and Officers' Right of Inspection. Every

director and officer shall have the absolute right at any reasonable time for a

purpose reasonably related to the exercise of such individual's duties to

inspect and copy all of the corporation's books, records, and documents of every

kind and to inspect the physical properties of the corporation and/or its

subsidiary corporations. Such inspection may be made in person or by agent or

attorney.

 

         Section 6.03 Corporate Seal. The Board of Directors may, by resolution,

authorize a seal, and the seal may be used by causing it, or a facsimile, to be

impressed or affixed or reproduced or otherwise. Except when otherwise

specifically provided herein, any officer of the corporation shall have the

authority to affix the seal to any document requiring it.

 

         Section 6.04 Fiscal Year-End. The fiscal year-end of the corporation

shall be such date as may be fixed from time to time by resolution of the Board

of Directors.

 

         Section 6.05 Reserves. The Board of Directors may create, by

resolution, such reserves, in accordance with generally accepted accounting

principles, as the directors may, from time to time, in their discretion, think

proper to provide for contingencies, or to equalize distributions or to repair

or maintain any property of the corporation, or for such other purpose as the

Board of Directors may deem beneficial to the corporation, and the directors may

modify or abolish any such reserves in the manner in which they were created.

 

                                                     ARTICLE VII

                                                   INDEMNIFICATION

 

         Section 7.01 Indemnification and Insurance.

 

                  (a)      Indemnification of Directors and Officers.

 

                           (i) For purposes of this Article: (a) "Indemnitee"

shall mean each director or officer of the corporation who was or is a party to,

or is  threatened  to be made a party  to,  or is  otherwise  involved  in,  any

Proceeding (as hereinafter  defined), by reason of the fact that he or she is or

was a  director  or  officer  of the  corporation  or is or was  serving  in any

capacity at the request of the  corporation  as a director,  officer,  employee,

agent,  partner,  or  fiduciary  of,  or in  any  other  capacity  for,  another

corporation or any partnership,  joint venture, trust, or other enterprise;  and

(b) "Proceeding" shall mean any threatened,  pending or completed action or suit

(including without  limitation an action,  suit or proceeding by or in the right

of the corporation), whether civil, criminal, administrative or investigative.

 

                           (ii) Each Indemnitee shall be indemnified and held

harmless by the corporation for all actions taken by him or her and for all

omissions  (regardless  of the  date of any such  action  or  omission),  to the

fullest extent permitted by Nevada law, against all expense,  liability and loss

(including  without  limitation  attorneys'  fees,   judgments,   fines,  taxes,

penalties,  and amounts paid or to be paid in settlement) reasonably incurred or

suffered  by  the   Indemnitee   in   connection   with  any   Proceeding.   The

indemnification  provided for herein shall  include,  but not be limited to, the

right to  reimbursement  from  the  corporation  for all  reasonable  costs  and

expenses  incurred by the  Indemnitee in  connection  with the  Proceeding.  The

corporation shall promptly  reimburse such costs and expenses upon submission by

the Indemnitee of invoices or other evidence of such costs and expenses, in form

satisfactory to the corporation.

 

                           (iii) Indemnification pursuant to this Section shall

continue as to an Indemnitee who has ceased to be a director or officer and

shall inure to the benefit of his or her heirs, executors and administrators.

 

                  (b) Indemnification of Employees and Other Persons. The

corporation may, by action of its Board of Directors and to the extent provided

in such action, indemnify employees, agents and other persons as though they

were Indemnitees.

 

                  (c) Non-Exclusivity of Rights. The rights to indemnification

provided in this Article shall not be exclusive of any other rights that any

person may have or hereafter acquire under any statute, provision of the

corporation's Articles of Incorporation or Bylaws, agreement, vote of

stockholders or directors, or otherwise.

 

                  (d) Insurance. The corporation may purchase and maintain

insurance or make other financial arrangements on behalf of any person who is or

was a director, officer, employee or agent of the corporation, or is or was

serving at the request of the corporation as a director, officer, employee or

agent of another corporation, partnership, joint venture, trust or other

enterprise for any liability asserted against him or her and liability and

expenses incurred by him or her in his or her capacity as a director, officer,

employee or agent, or arising out of his or her status as such, whether or not

the corporation has the authority to indemnify him or her against such liability

and expenses.

 

                  (e) Other Financial Arrangements. The other financial

arrangements which may be made by the corporation may include the following: (i)

the creation of a trust fund; (ii) the establishment of a program of

self-insurance; (iii) the securing of its obligation of indemnification by

granting a security interest or other lien on any assets (including cash) of the

corporation; (iv) the establishment of a letter of credit, guarantee or surety.

No financial arrangement pursuant to this subsection may provide protection for

a person adjudged by a court of competent jurisdiction, after exhaustion of all

appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing

violation of law, except with respect to advancement of expenses or

indemnification ordered by a court.

 

                  (f) Other Matters Relating to Insurance or Financial

Arrangements. Any insurance or other financial arrangement made on behalf of a

person pursuant to this Section may be provided by the corporation or any other

person approved by the Board of Directors, even if all or part of the other

person's stock or other securities is owned by the corporation. In the absence

of fraud:

 

                           (i) the decision of the Board of Directors as to the

propriety of the terms and conditions of any insurance or other financial

arrangement made pursuant to this Section and the choice of the person to

provide the insurance or other financial arrangement is conclusive; and

 

                           (ii)     the insurance or other financial

arrangement: (a) is not void or voidable; and (b) does not subject any director

approving it to personal liability for his action, even if a director

approving the insurance or other financial arrangement is a beneficiary of

the insurance or other financial arrangement.

 

         Section 7.02 Amendment. The provisions of this Article relating to

indemnification shall constitute a contract between the corporation and each of

its directors and officers which may be modified as to any director or officer

only with that person's consent or as specifically provided in this Section.

Notwithstanding any other provision of these Bylaws relating to their amendment

generally, any repeal or amendment of this Article which is adverse to any

director or officer shall apply to such director or officer only on a

prospective basis and shall not limit the rights of an Indemnitee to

indemnification with respect to any action or failure to act occurring prior to

the time of such repeal or amendment. Notwithstanding any other provision of

these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of

this Article so as to limit or reduce the indemnification in any manner unless

adopted by (a) the vote of a majority of the directors of the corporation then

serving, or (b) by the stockholders as set forth in Article VIII hereof;

provided that no such amendment shall have retroactive effect inconsistent with

the preceding sentence.

 

         Section 7.03 Changes in Nevada Law. References in this Article to

Nevada law or to any provision thereof shall be to such law as it existed on the

date this Article was adopted or as such law thereafter may be changed; provided

that (a) in the case of any change which expands the liability of directors or

officers or limits the indemnification rights or the rights to advancement of

expenses which the corporation may provide, the rights to limited liability, to

indemnification and to the advancement of expenses provided in the corporation's

Articles of Incorporation and/or these Bylaws shall continue as theretofore to

the extent permitted by law; and (b) if such change permits the corporation,

without the requirement of any further action by stockholders or directors, to

limit further the liability of directors or limit the liability of officers, or

to provide broader indemnification rights, or rights to the advancement of

expenses than the corporation was permitted to provide prior to such change,

then liability thereupon shall be so limited and the rights to indemnification

and the advancement of expenses shall be so broadened to the extent permitted by

law.

 

                                                    ARTICLE VIII

                                                 AMENDMENT OR REPEAL

 

Section 8.01.  Amendment.  Except as otherwise restricted in the Articles of

Incorporation or these Bylaws:

 

                  (a) Any provision of these Bylaws may be altered, amended or

repealed at the annual or any regular meeting of the Board of Directors without

prior notice, or at any special meeting of the Board of Directors if notice of

such alteration, amendment or repeal be contained in the notice of such special

meeting.

 

                  (b) These Bylaws may also be altered, amended, or repealed at

a duly convened meeting of the stockholders by the affirmative vote of the

holders of a majority of the voting power of the issued and outstanding stock of

the corporation entitled to vote. The stockholders may provide by resolution

that any Bylaw provision be repealed, amended, adopted or altered by them may

not be repealed, amended, adopted or altered by the Board of Directors.

 

                                                    CERTIFICATION

 

         The undersigned  duly elected  secretary of the corporation  does

hereby certify that the foregoing Bylaws were adopted by the Board of Directors

on the ____ day of _____________, 1993.

 

 

                                                  WILLIAM L.  WESTERMAN

                                                  Secretary

 

 

 

                              CERTIFICATE OF BYLAWS

                                       OF

                          RIVIERA HOLDINGS CORPORATION

 

 

 

         The undersigned, as Secretary of RIVIERA HOLDINGS CORPORATION, a Nevada

corporation, does hereby certify that attached is a true and correct copy of the

bylaws of the corporation as of May 7, 1996.

 

 

 

Dated:    May 7, 1996,           By:      ________________________

                                          John A. Wishon, Secretary

 

 

 

 

 

                     CERTIFICATE OF AMENDMENT OF BYLAWS

                                     OF

                        RIVIERA HOLDINGS CORPORATION

 

 

         The undersigned, as Secretary of RIVIERA HOLDINGS CORPORATION, a Nevada

corporation, does hereby certify that the following amendments to the bylaws of

the corporation (the "Bylaws") were duly adopted by the Directors at a meeting

of the corporation's Board of Directors on the 6th day of August, 2007.

 

                  RESOLVED, that paragraph (a) of Section 1.02 of the Bylaws,

                  entitled Special Meeting, is amended in its entirety to read

                  as follows:

(a) Special meetings of the stockholders may only be called by the chairman,

president or the Board of Directors.

 

                  IT IS FURTHER

 

                  RESOLVED, that Section 1.12 of the Bylaws is amended in its

entirety to read as follows:

 

                  Section 1.12      No Telephonic Meetings Unless Specifically

                                    Authorized.

 

                                    Except as may be specifically authorized by

                                    the Board of Directors for one or more

                                    particular meetings of stockholders,

                                    stockholders may not participate in meetings

                                    of stockholders by means of a telephone

                                    conference or similar method of

                                    communication.

 

                  IT IS FURTHER

 

                  RESOLVED, that Section 1.13 of the Bylaws is amended in its

entirety to read as follows:

 

                  Section 1.13      No Action Without Meeting.

 

                                   Any action required or permitted to be taken

                                   at a meeting of the stockholders may not be

                                   taken and shall not be valid or effective

                                   under any circumstances without a meeting of

                                   the stockholders.

 

                  IT IS FURTHER

 

                  RESOLVED, that new Section 1.14, entitled Advance Notice of

                  Proposals by Stockholders and Director Nominations by

                  Stockholders, is added to the Bylaws and shall read as

                  follows:

 

                  Section 1.14     Advance Notice of Proposals by Stockholders

                                   and Director Nominations by Stockholders

 

                           (a)     At any meeting of stockholders, proposals by

                                   stockholders and nominations by stockholders

                                   of persons for election as directors of the

                                   corporation shall be considered only if

                                   advance notice thereof has been duly and

                                   timely given by a stockholder, as provided

                                   herein, and such proposals or nominations

                                   are otherwise proper for consideration under

                                   applicable law, the Articles of

                                   Incorporation and these Bylaws.

 

                           (b)     Notice of any proposal to be presented by

                                   any stockholder or of the name of any person

                                   to be nominated by any  stockholder  for

                                   election as a director of the corporation at

                                   any meeting of stockholders must be delivered

                                   to the Secretary of the corporation and

                                   received by the corporation,  together with

                                   the written statement required by paragraph

                                   (c) or (d) of this Section (as applicable),

                                   at the corporation's  principal office not

                                   less than sixty (60) nor more than  ninety

                                   (90) days prior to the day of the  meeting;

                                   provided,  however,  that if the date of the

                                   meeting is first  publicly  announced  or

                                   disclosed (in a public  filing or  otherwise)

                                   less than seventy (70) days prior to the

                                   day of the meeting,  such  advance  notice

                                   must be  delivered  by the  stockholder  and

                                   received  by the  corporation  not more than

                                   ten (10) days  after such date is first so

                                   announced or disclosed.  Public notice of an

                                   annual  meeting of  stockholders  shall be

                                   deemed to have been  given  more than seventy

                                  (70)  days in  advance  of such  annual

                                   meeting  if the  corporation  shall  have

                                   previously  disclosed,  in these  Bylaws  or

                                   otherwise,  that the annual meeting in each

                                   year is to be held on a determinable  date,

                                   unless and until the Board of Directors

                                   determines to hold the meeting on a different

                                   date.  For purposes of this  Section,  public

                                   disclosure  of the date of a forthcoming

                                   meeting  may be  made by the  corporation

                                   not  only by  giving  formal  notice  of the

                                   meeting, but also by notice to a national

                                   securities exchange,  by filing or furnishing

                                   a report under Section 13 or 15(d) of the

                                   Securities  Exchange Act of 1934, as amended

                                   (the "Act") (if the corporation is then

                                   subject thereto), by mailing to stockholders,

                                   or by a press release.

 

                           (c)     Any  stockholder  who  delivers  to the

                                   corporation  notice of any such  proposal, as

                                   specified in paragraph (b) of this Section,

                                   must deliver therewith a written statement

                                   setting  forth (1) the name and  address  of

                                   such  stockholder,  as they  appear on the

                                   corporation's  books,  (2) the  number of

                                   shares of each  class of voting  stock of the

                                   corporation  owned  beneficially or of record

                                   by the stockholder,  (3) a representation

                                   that the  stockholder  is a holder of record

                                   of stock of the  corporation  entitled  to

                                   vote at the  meeting  in  question  and

                                   intends to appear in person or by proxy at

                                   the meeting to propose such business,  (4) a

                                   brief description of the business proposed to

                                   be brought before the meeting by the

                                   stockholder,  the text of the proposal

                                   (including the text of any  resolutions

                                   proposed  for consideration and, in the event

                                   that such business  includes  a  proposal  to

                                   amend the  Bylaws,  the  language  of the

                                   proposed amendment),  and the reasons for

                                   conducting  such  business  at the  meeting,

                                   (5) any material interest of the stockholder

                                   in such business and (6)all other information

                                   with respect to such  proposal  that would be

                                   required to be filed with the  Securities

                                   and Exchange  Commission (the "SEC") in a

                                   definitive proxy statement if the stockholder

                                   were a participant in a proxy solicitation

                                   subject to Section 14 of the Exchange Act.

 

                           (d)     Any  stockholder  desiring  to  nominate  any

                                   person for  election as a director of the

                                   corporation shall deliver to the corporation,

                                   along with the  notice  specified  in

                                   paragraph (b) of this Section,  a written

                                   statement  setting forth (1) the name of the

                                   person to be  nominated;  (2) the number of

                                   shares of each class of voting stock of the

                                   corporation  owned  beneficially or of record

                                   by the person to be  nominated;  (3) the

                                   information  with respect to such  nomination

                                   and the person to be nominated that would

                                   be  required  to be  filed  with  the  SEC in

                                   a  definitive  proxy  statement  if  the

                                   stockholder  were a participant  in a proxy

                                   solicitation  subject to Section 14 of the

                                   Exchange  Act;  (4)  such  person's  signed

                                   consent  to  serve  as a  director  of the

                                   corporation if elected and to file in a

                                   timely manner an  application  for licensing

                                   or finding of suitability if the Nevada

                                   Gaming  Commission or other gaming authority

                                   shall so require or request or if the Board

                                   of Directors deems it necessary or advisable;

                                   (5) such stockholder's name and address as

                                   they appear on the corporation's  books; (6)

                                   the  number  of  shares  of  each  class  of

                                   voting  stock  of the  corporation  owned

                                   beneficially  or of  record  by  such

                                   stockholder; (7) a representation  that  such

                                   stockholder is a holder of record of stock of

                                   the  corporation  entitled to vote at the

                                   meeting  in  question  and intends  to appear

                                   in person or by proxy at the  meeting to

                                   nominate the person specified in the notice;

                                   and (8) a description of all arrangements

                                   or  understandings  between the stockholder

                                   and the person to be nominated or any other

                                   persons  (naming such  persons)  pursuant to

                                   which the  nomination is to be made by the

                                   stockholder.

 

                           (e)     For purposes of this Section, shares

                                   "beneficially" owned by a person means all

                                   shares which such person, together with such

                                   person's affiliates and associates (as

                                   defined in Rule 12b-2 under the Exchange

                                   Act), may be deemed to beneficially own

                                   pursuant to Rules 13d-3 and 13d-5 under the

                                   Exchange Act, as well as all shares of which

                                   such person, together with such person's

                                   affiliates and associates, has a right to

                                   become the beneficial owner pursuant to any

                                   agreement or understanding, upon the

                                   exercise of warrants or options, or upon the

                                   occurrence of conditions.

 

                           (f)     The person presiding at the meeting of

                                   stockholders shall determine whether a

                                   stockholder's notice has been duly and

                                   timely given and was accompanied by the

                                   written statement containing all required

                                   information, and shall direct that the

                                   stockholder's proposal or the stockholder's

                                   nomination of a person for election as a

                                   director (as applicable) not be considered

                                   if such notice has not been duly and timely

                                   given or was not accompanied by the written

                                   statement containing all required

                                   information.

 

                           (g)     Notwithstanding anything in these Bylaws to

                                   the contrary, no business shall be conducted

                                   at a meeting of stockholders except in

                                   accordance with the procedures set forth in

                                   this Section 1.14; provided, however, that

                                   nothing in this Section 1.14 shall affect

                                   the right of a stockholder to request

                                   inclusion of a proposal in the corporation's

                                   proxy statement to the extent that such

                                   right is provided by an applicable rule of

                                   the SEC.

 

                           (h)     Notwithstanding the foregoing provisions of

                                   this Section 1.14, if the stockholder (or a

                                   qualified representative of the stockholder)

                                   does not appear at the meeting of

                                   stockholders to present the proposal or the

                                   nomination, as applicable, such proposal or

                                   nomination shall be disregarded, and any

                                   votes cast in respect of such proposal or

                                   nomination shall be void and of no effect

                                   whatsoever.

 

                  IT IS FURTHER

 

                  RESOLVED, that paragraph (b) of Section 8.01 of the Bylaws,

                  entitled Amendment, is amended in its entirety to read as

                  follows:

 

                           (b)    These Bylaws may also be altered,amended,

                                  or repealed at a duly convened  meeting of

                                  the stockholders  by the  affirmative  vote

                                  of the holders of not less than 2/3 of the

                                  voting power of the issued and outstanding

                                  stock of the  corporation  entitled to vote

                                  thereat,  except  that the  affirmative  vote

                                  of  holders  of not less  than 3/4 of the

                                  voting power of the issued and outstanding

                                  stock of the  corporation  entitled to vote

                                  thereat is  required  to alter,  amend or

                                  repeal (or to take any action that would have

                                  substantially  the same effect as altering,

                                  amending or  repealing)  any  provision of

                                  Article  VII or  Article  VIII  of  these

                                  Bylaws.  The  stockholders  may  provide  by

                                  resolution adopted by them at the same meeting

                                  at which they approve such  alteration,

                                  amendment  or repeal of these  Bylaws (and by

                                  not less than the vote  required for such

                                  alteration,  amendment  or repeal)  that the

                                  Bylaw  provisions  so altered,  amended or

                                  repealed by the  stockholders  may not be

                                  repealed,  amended or altered by the Board of

                                  Directors.

 

DATED:  August 7, 2007

 

 

 

                                         ------------------------------------

                                             TULLIO J. MARCHIONNE, Secretary

   

 

 

 

                                       CERTIFICATE OF AMENDMENT OF BYLAWS

                                                        OF

                                           RIVIERA HOLDINGS CORPORATION

 

 

         The undersigned, as Secretary of RIVIERA HOLDINGS CORPORATION, a Nevada

corporation, does hereby certify that the following amendments to the bylaws of

the corporation (the "Bylaws") were duly adopted by the Directors at a meeting

of the corporation's Board of Directors on the 12th day of August 2008.

 

                           RESOLVED, that Section 1.08(g) shall be amended and

restated as follows:

 

         (g)  At any meeting of shareholders where a quorum is present:

 

                           (i) Except as provided in Sections 2.06 and 2.04 of

                  Article II or in the next sentence, each director shall be

                  elected by the vote of the majority of the shares cast with

                  respect to the election of directors. Notwithstanding the

                  foregoing, if at the close of the notice periods set forth in

                  Section 1.14 of this Article I, the Chairman of the Board, or

                  if no Chairman, then the entire Board, determines that the

                  number of persons properly nominated to serve as directors of

                  the corporation exceeds the number of directors to be elected

                  (a "Contested Election"), the directors shall be elected by a

                  plurality of the votes of the shares represented at the

                  meeting and entitled to vote on the election of directors. For

                  purposes of this Section 1.08 (g), a vote of the majority of

                  the shares cast means that the number of shares voted "for" a

                  director must exceed the number of votes "withheld" from his

                  or her election or cast "against" his or her election. If a

                  director is not elected in a non-Contested Election, the

                  director shall offer to tender his or her resignation to the

                  Board of Directors. The Governance and Nominating Committee of

                  the Board of Directors, or such other committee designated by

                  the Board pursuant to Section 2.15 of Article II for the

                  purpose of recommending director nominees to the Board of

                  Directors, will make a recommendation to the Board of

                  Directors as to whether to accept or reject the resignation,

                  or whether other action should be taken. The Board of

                  Directors will act on the committee's recommendation and

                  publicly disclose its decision and rationale within 90 days

                  following the date of the certification of the election

                  results. The director who tenders his or her resignation

                  pursuant to this Section 1.08(g) will not participate in the

                  Board's decision with respect to that resignation.

 

                       (ii) For all matters other than the election of

                  directors, unless the Articles of Incorporation or these

                  Bylaws provide for a different proportion, the affirmative

                  vote of holders of at least a majority of the voting power

                  represented at the meeting and entitled to vote on any matter

                  shall be the act of the stockholders, unless voting by classes

                  is required for any action of the stockholders by the laws of

                  the State of Nevada, the Articles of Incorporation or these

                  Bylaws, in which case the affirmative vote of holders of at

                  least a majority of the voting power of each such class all

                  be required.

 

 

 

DATED:  August 14, 2008

 

 

                                               By:/s/TULLIO J. MARCHIONNE

                                               ----------------------------

                                               TULLIO J. MARCHIONNE, Secretary